Time Heals: The Other Side
by Miss Peabody
Summary: Ever wonder what happened in the alternate timeline of the Ben 10: AF episode, Time Heals? This takes place after Gwen left her past self of blowing up the machine to hack the Omnitrix. This is that alternate present. If you haven't seen the episode or if you need to refresh your memory, I suggest you watch it, or you will be confused. I OWN NOTHING: LEN UHLEY WROTE THE ORIGINAL EP
1. A Normal Brawl

The familiar muscle car pulled up to the Tennyson residence. Ben ran out to see Kevin and Gwen both waiting for him. He'd gotten a call about a mission for tonight and he did have homework to do, but fortunately, the heroics came first. Not that he'd let his parents know that.

"What's up?" he said getting in the back seat.

"Hex and Charmcaster." Gwen said turning around towards her cousin. "They sent me a message telling us to "meet" them. "I'm sensing they're downtown, but Charmcaster's trying to block me out of the mana field." Gwen's hands went immediately to her temples, her eyes glowing.

Hex and Charmcaster had been on the prowl on and off all month. They just basically follow your standard bad guy pattern: do something evil and then be stopped by the gang. This time seemed different would they want to meet them? Why would Charmcaster try and block out the mana field when Gwen's powers were the only way of tracking them?

Gwen scoffed and lowered her hands. Apparently she was wondering the same thing. "She knows that's the only way we can track her and her uncle, why is she blocking me out?"

"She could take me out." Kevin said jokingly keeping his eyes on the road.

"What did you say?!" Gwen yelled. She had heard perfectly well what he said, but she wanted to make sure he wouldn't say it again.

"Nothing." Kevin said smiling.

"Good, keep driving."

Ben rolled his eyes. Their constant love-hate relationship was getting on his nerves. He would have made a joke about how immature both of them were being, but he kept quiet. After all, Gwen had just yelled at Kevin. Why risk both of them yelling at him? But, the strain of silence was too great. He had to say something.

"So, I guess you guys are going out now?" he asked, sticking his head between the passenger's and driver's seat.

Kevin slammed the brakes causing Gwen to hit her head on the dash. He then turned and looked at Ben. "Look, Tennyson. I need to stay focused."

"If you stayed focused, we could find Hex and Charmcaster and I could keep what's left of my brain." Gwen said rubbing her head. "Wait...I think I know where they are." Her glowed the brightest pink which then faded away. "They're on Maori Way."

"That's was fast." Ben said putting his arms behind his head. "That's using your noggin, Gwen."

The car began driving down all sorts of roads and under passes. Maori was still in Bellwood, but it was in the part where no one ever lived. It was like that one part of a small town where a ghost town begins. There was one thing there that was recognizable, however and that was Hex's library.

Everyone got out slowly and began to ponder what lied ahead...or in front of them rather. "Seems simple enough." Ben said looking at the fortress.

"Simple enough." Kevin repeated pointing at Charmcaster's monsters guarding the entrance.

"I don't get it." "Exactly what do they want?"

Gwen readied herself. "World domination, human suffering; take your pick."

Kevin armored up with his car metal. "Right,sorry."

An idea had occurred to Ben, one he knew was going to receive criticism. "I have a plan." "I know it seems brash and not thinking it through..."

"Like most of your plans are." Gwen said as expected.

"But I say we fight our way through the rock creatures and then take down Hex and Charmcaster." Ben said, his hand above his wrist. "Then our problems are solved." Ben knew perfectly well that this was no ordinary meeting. Charmcaster and Hex had a trap set for them. Even though he knew they'd be expecting them, he could see no other way than to fight their way in.

Gwen suddenly put a hand on his shoulder. Her cousin had been acting more like his cocky, and immature self since the High-breed invasion. "I don't know, Ben." she said. "I'm feeling a lot of energy coming from that building; it's like they're more stronger this time."

Ben had no time to argue. The rock creatures had just spotted them at the entrance and were headed straight for them. "So they've been practicing a little." he said confidently. "Besides, you're probably just feeling all those magic-y relic thingys they got." And with that, he slammed his watch. He began feeling more reptilian and prehistoric. A feeling that can only be felt when wearing the Omnitrix and changing into Humongasaur.

Humongasuaur took out the "guards" easier than expected. Needless to say, he also made a bigger "door." Gwen and Kevin followed pursuit and entered the fortress. The place still looking medieval as ever, Ben wondered why they hadn't joined the forever knights.

"Our guests have arrived." a familiar voice called. Hex entered the room with Charmcaster, both smiling viciously. "Pity you couldn't arrive sooner."

"I couldn't locate you!" Gwen yelled, clenching her fists.

Charmcaster began to smile even wider. The kind of smile only someone as twisted as herself or uncle would have. "Don't you hate it when someone's more powerful than you?"

Gwen gritted her teeth. Of course she did. Ben knew she hated being outdone, but being outdone by Charmcaster, that was hate on a whole other level. She began hurling her mana with all her might at Charmcaster. Meanwhile, Humongasaur took Hex and Kevin took the approaching monsters.

"Why did you'd do that?" Humongasaur called to Gwen. In retrospect, he was about to do the same thing.

"She made me mad!" Gwen yelled, still firing her mana.

There was complete and utter chaos. No unity. No team, except for the rock monsters that were attacking Kevin, of course. They had him in a bind until he broke free. After that, they didn't stand a chance. The young Osmosian used his strength combined with his almost indestructible skin that was still metal from absorbing his car. He knew sooner or later, he would triumph. After all, Charmcaster was too busy fighting with her archival to create more monsters. Humongasaur on the other hand was having a little bit of trouble. Every time he would try to hit Hex, he would just shield himself with his magic.

"A little help here?" Humongasaur called to Kevin, who ran toward him. As soon as Hex's shield went down, Kevin didn't waste anytime knocking him to the ground.

But Hex didn't stay down forever. "I don't think so." he said with a smile. He stood up and lifted his hands above his head. Great light filled the space above him and he began to create small dark orb. The orb fell at Kevin and Humongasaur's feet.

"What the-" Kevin wasn't able to finish his sentence. The orb engulfed them both. They tried and tried with all their might to break free, but it was no use.

"We're trapped!" Humongasaur yelled, pressing against the orb's barriers. Suddenly, the orb crackled with electricity, turning Ben back into his human form and Kevin without his metal. They screamed in pain as the sparks ran through their bodies.

"Ben! Kevin!" Gwen screamed. She tried to make her way to them, but was shot down by Charmcaster. She flew in the air and into a wall.

"Well, Gwen, it looks like it's just you and me." Charmcaster said raising her staff once more.

The fighting continued. Gwen fired at Charmcaster who would either block it or dodge it. Gwen created a staircase to go above her, but Charmcaster immediately blasted up in the air, shattering her staircase.

"We've got to get out of here!" Kevin screamed. "There's no way out!" exclaimed Ben. They could only watch in horror as Gwen took the beating of her life. Something was definitely different about Charmcaster. Gwen's mana shields were breaking with every blow and she was weakening.

"Give up, Gwen?" Charmcaster called, looking stronger than ever.

Gwen tried to catch her breathe. "No." she said. "I...will never give...up."

Ben could see his cousin couldn't take much more. "She's had enough, Charmcaster." he said, his hands on the orb prison. "Now, let her go!"

"Not until she dies." Charmcaster said coldy. She was preparing for the final blow.

"No!" Kevin screamed in horror, terrified of what would happen next.

Gwen tried to remain standing. If she could just get to Ben and Kevin, she could cast a spell that would remove the orb. "I'm alright guys." she said, still facing her opponent. "It's going to be okay."

"Ad way sho ku!" Charmcaster yelled blasting pink fire from her staff. Gwen screamed in agony, fell in an instant with a thud and then closed her was usually never a good sign.

"Gwen!" Ben and Kevin screamed. "Now for you two." said Charmcaster turning toward them.

"No, leave them." Hex called.

"What?" she exclaimed. "If we get rid of them here,our problems will be over."

"It doesn't matter. They won't be able to stop us."

"Ben Tennyson had stopped us before." she said rebelliously.

Hex turned toward his niece. "He won't this time." And with another flash, Hex and Charmcaster were gone and so was the orb that had kept Ben and Kevin prisoners.

Once they were free, immediately they went to Gwen. Kevin called for her one last time and upon seeing her eyes slightly open, he was a little relieved.

"Gwen, hold on." he said gently, cradling her in his arms.

"She's hurt pretty bad." said Ben, kneeling at his cousin's side.

"Like she's been hit with some level 12 blasters." observed Kevin.

Ben began to speak into the Omnitrix, but before he could, Gwen cried a small, "No.".

"This is serious." he said staring into Gwen's eyes. He put his mouth close to the watch again. "Calling all available plummers." He spoke, trying to keep his voice under control. "Assistance in Bellwood, Earth sector." "Gwen Tennyson is seriously injured."

"Gwen?" a familiar voice said over the watch. It was Max. Ben would have given anything for it to be someone else. He tried to cover up his surprise. "Grampa?" he asked.

"I'm working this side of the shift tonight, Ben." "How bad is she hurt?" he yearned to speak of his granddaughter's well-being.

Both Ben and Kevin could tell Gwen was in pretty bad shape. Her breathing was very shallow and she was covered in burns. Kevin kept her close to him, wishing he could take some of her pain away. Ben didn't have the heart to tell his grandfather, but she really needed medical attention.

"Ben, how bad is it?" Max repeated after the silence.

Ben shut his eyes hoping it was all a dream."Pretty bad, Grampa."


	2. The Promise

The Galvan hospital was more advanced than anyone had ever seen before. Max made sure that his granddaughter was being treated with the best care in the galaxy. Ben and Kevin sat in chairs next to Gwen's bed. They were exhausted as well, but they needed to know if Gwen was going to be okay. Max had recently left to talk to Azmuth about her condition, but that was thirty minutes ago. He then finally reappeared, staring at the floor as he walked into the room.

"Azmuth said Charmcaster's blasts have drained her of energy." he said somberly.

"And?" Kevin asked very eagerly.

Max sighed. "The blasts resembled high voltage energy meaning she could have severe nerve tissue damage for years, and she might not be able to walk again." "Hopefully she will." he continued, catching Kevin and Ben's looks." "After all, Galvans have some of the best medical care here."

But Ben caught Max's tone. "That's not going to happen, is it Grampa?" he asked. Max was definitely covering up something that was much worse.

Max sighed again and paced the room. "I can't lie about something like this." He paused for a moment and then continued. "The nerve damage is increasing especially in her heart." "She'll be around until-"

Ben knew exactly what was going to happen. "Until her heart gives out." Ben finished the sentence for him, more calmly than he expected.

Kevin, on the other hand, wasn't so calm. "No! She can't just-" He refrained from saying it. "There has to be something we can do!" he stood up and shouted.

The intensity was broken by Gwen making a small groan and opening her eyes slightly. Everyone turned to look at her. "Ben, Kevin, Grampa." she weakly squeezed out of her voice.

Kevin quickly ran to her side, pulling up his chair to the bed. "Gwen, what is it?" he said, grabbing her hand.

Suddenly, Gwen was overwhelmed with emotion. Tears poured from her eyes and into her hair. No one could tell if she was just sad or hurt. "I can't do it." she sobbed.

Ben approached her. "Can't do what?"

"Say goodbye." she whispered as if it was some terrible thing to say.

"Listen, Gwen." Kevin said, speaking softer. "You're not going to say goodbye." His eyes were beginning to glisten."You'll pull through this."

"I love you, Kevin." she sobbed.

"I love you too." he replied. He then placed his hand on her face and kissed her. The kind of kiss you only give someone if you are leaving and going someplace far away. After the kiss, Gwen's eyes shifted to her grandfather. "Grampa." she said. It was in the same tone she had as a little girl, when he'd come to visit.

"Hey, pumpkin." said Max, forcing a smile.

"I love you too." Gwen exclaimed.

"I know you do." Max tried to keep her optimistic. "I know you do." "But you just sit tight, and you'll be out of here tomorrow."

Gwen turned to her cousin "Love you too, doofus." she said, using the same term of endearment she called Ben when they were younger.

"Love you too, dweeb." Ben played along. Then, he wanted to take full responsibility. "Listen, I'm sorry I couldn't-" he began.

"Don't blame yourself." Gwen interrupted, knowing her cousin all too well. "And don't ever start, okay?"

"Okay."

"Where are mom and dad?" asked Gwen.

"They're on their way." Max responded.

Gwen tried to sit up, but was too weak to do so. "Listen, I wan't you guys to stop Hex and Charmcaster the right way." She stared at both Ben and Kevin, but at Kevin in particular. "Don't take revenge."

"Revenge?" Ben asked her, following his grandfather's further lead of optimism. "You're going to be fine, Gwen."

But Gwen could see through the rouse. "You guys are terrible liars." "But I mean it, no revenge."

"Whatever you say Gwen." said Ben.

"Kevin?" Gwen said to Kevin, who now had his arms crossed.

"Why should I?"

"Kevin, promise." Gwen said sternly.

"Okay."

Ben's mind immediately was reminded of a time when Vilgax had returned, and he and Kevin tried to hack into the Omnitrix:

_ Gwen held Ben and Kevin against the wall with her powers and completely demolished the hacking machine. Kevin could only complain that his machine was destroyed, but Ben knew something was up. _

_"Promise me you won't hack the Omnitrix." she had said very firmly._

_ "What is wrong with you?" asked Ben._

_ "Promise." _

_"Okay, okay." he had said. "I promise."_

"That reminds me Gwen." Ben said, as she stopped reminiscing. "Why did you stop us from hacking the Omnitrix?"

"I did it," replied Gwen weakly, "to save Kevin."

"Save Kevin?" Ben repeated, looking at Kevin, confused.

Gwen's breathing and heart rate kept getting slower and slower. She seemed to have only a little strength to say, "I love you all." before her head began to sink lower into her pillow. She closed her eyes and then breathed no more.

"Gwen?" Ben asked, knowing she couldn't hear him.

"Gwen?" repeated Kevin. "No, no!" Kevin yelled, shaking her. Accepting her fate, Kevin laid his head on top of hers and then kissed her again, once on the forehead and once on the lips. Perhaps he thought his kiss would awaken his sleeping beauty, but alas, it would not. Gwen had become the sleeping beauty that could never be awakened.

Max and Ben hung their heads low as Gwen's parents entered the room.

"Uncle Frank, Aunt Natalie." Ben called as they entered.

It was a sad state of affairs that they had arrived too late to tell their daughter goodbye. It was as if fate had designed it this way. Max approached his son and daughter-in-law. "I'm so sorry Natalie, Frank." he said, wiping his eyes.

Natalie Tennyson immediately broke down and ran to her daughter's bed, throwing herself down beside Gwen, shaking with sobs. "No!" she kept screaming, as if it would bring her daughter back.

Frank Tennyson followed his wife and crouched down beside her, hugging her for comfort. "My little girl." He kept repeating with tears in his eyes.

Kevin had moved out of the way to allow the Tennysons to see their daughter. He began crying silently, the tears rolling down his face. The one girl who had showed him the way and who he loved with all his heart was gone.

Ben couldn't take it anymore. It was his fault Gwen was gone. If he had just listened to her, instead of not thinking things through. If he had just stopped acting so overconfident, Gwen might have been alive right now. She told him to not blame himself, but he couldn't help it. The blame was on him. He was just as bad as Charmcaster for putting Gwen in that situation. He turned to run out of the room until Max grabbed him by the shoulder and turned him to face him. There was no stopping the tears now as they fell down his face.

He began shaking with sobs into his grandfather's shoulder. "It's my fault." he sobbed, the sound muffled. "It's my fault."


	3. Energy Being Help

Leaves were blowing in the cold fall breeze. Winter was approaching fast. Every one was leaving the cemetery for the service was over. Gwen's parents were some of the last people to leave. They followed Ben's parents, each one of the Tennyson men were guiding their wives away from the headstone. Two people, however, kept watching as the grave was filled in with soil.

Max turned to see the both of them, staring blankly at the scene, their mouths turned downward. He made his way toward them, hoping they'd take his advice. "You two boys should go home too, you know." he said.

Kevin and Ben didn't even flinch. They just kept staring at the grave.

Max sighed. "I'll see you boys around, take care of yourselves." He put his hands on their shoulders for comfort and added, "and don't let this trouble you much, because I promise it gets easier over time." He then turned to leave with the other Tennysons.

Julie approached them next, wiping her eyes. "You two need to talk, you know where to find me."

Ben finally managed to speak without his voice breaking. "Will do, Julie."

Julie hugged and kiss them both on the cheek, and walked downhill following Max.

"Goodbye, Gwen." Ben whispered.

"Goodbye." whispered Kevin.

Ben tried to make things hit a lighter note. "Well, I guess there's no point in you hanging around anymore." he said, turning toward Kevin.

"What?" he asked puzzled.

"We both know you only hung around because of Gwen."

"Always with the jokes, Tennyson?"

"Always."

Both of them smiled. It was probably the first time they smiled in the past couple days. But the lighter note didn't last. Kevin made the conversation take a much darker turn.

"I'll be helping you stop Hex and Charmcaster." he said. "Especially Charmcaster."

Ben hoped he meant stopping them instead of killing them. "If they ever show their faces again, we'll be ready."

Ben looked at the grave one last time and walked away. Kevin kept staring at the grave and spoke as soon as he was sure Ben was gone. "I'll be sure of it."

Kevin and Ben were at Ben's house. His parents had invited him to dinner. All in all, the evening had been quiet and peaceful all night.

"We are not going to do that Kevin!" Ben screamed angrily.

Well it was peaceful. Kevin had suggested to Ben that they'd take the law into their own hands. Ben knew it was only a matter of time before the situation was brought up.

"Come on, we're both thinking it!" "These guys killed your cousin, don't you care?!" Kevin screamed, throwing his tie down.

"Of course I do." Ben said, wondering how Kevin could even suggest such a thing. "But we are not breaking our promise to Gwen!" "You and I are going to take down Hex and Charmcaster the right way, feelings aside."

"Well then, you may as well be on their side since it was your "plan" to rush in there without a plan!"

That had done it. Kevin had struck a chord. "Don't you think I know that?" said Ben bitterly. "I've been beating myself up about it since it happened!"

For a moment, the room was silent. Kevin and Ben just stared at each other angrily in silence. Ben had his hand above his watch waiting for a move. Then, Ben sighed and lowered his hand.

"Kevin, please." he said softly. "You promised Gwen." "Isn't that enough?" "Enough to not break your promise?" "Enough to not disappoint her?" "Enough to stop you?"

Kevin's anger subsided. "Your right, Tennyson, this one time." "We'll do this your way, but I don't know what I'll do if I lose my temper." he said as his eyes narrowed.

Ben could at least agree with him on that. "Me either Kevin, but we'll be okay as long as we remember our promise to Gwen."

"I hope so." Kevin said, slightly unsure of himself. "But where exactly are they?"

"They'll show their faces again, I'm sure of it." Ben began to pace the floor. "But we'll probably want to get them before that happens." "So, they'll probably be hiding in a pocket dimension for now." Ben knew that both of them were hiding. After all, they had just killed his cousin and Kevin's girlfriend.

"A pocket dimension, like the null void." Kevin said, speaking of the pocket dimension he knew of all too well.

"Too familiar." replied Ben. "They know we'd look there first."

"Great, so we have no way of tracking them and they're in a dimension we've never even seen." Kevin said, taking a seat on Ben's bed. "We need...Gwen."

Ben turned to look at Kevin. He was right. They did need her. Suddenly, there was a big flash of pink light. Kevin and Ben shielded their brows as they tried to see what was causing it. As soon as they saw the glowing purple body and pink tendrils, they knew at once who it was.

"Or a full fledged Anodite." the energy being responded to Kevin's earlier statement.

"Grandma Verdona?" Ben said surprised. "Or should I even call you that?" He said as the surprise turned to bitterness. "You know about Gwen, right?"

"Yes, Ben." Verdona seemed to realize that she would be interrogated. "I felt it in Max with the mind link we share."

Kevin stood up. "You knew and you didn't even come to the-"

Verdona interrupted. "I just couldn't bear seeing my little spark lying there and-" She looked down sadly. "Look, I've come to offer my help in finding those murderers."

Ben knew of Gwen's abilities all too well. "But you'll need a personal item or-"

"Oh no I won't, dear." she interrupted again. "You see, all I have to do is search in your memories of these animals and be able to track them."

"How?" Kevin asked.

Verdona began to explain. "Memories carry a certain trace, like a film playing before a person's eyes." "Both you two and those heathens have exactly same memory of this one meeting." "So, if I can find the minds with memories like yours-"

"You'll be able to tell where they're at." Ben finished for her.

"It's actually quite simple really." she said with a smile. "Gwen could've learned it if-." She paused again. "Never mind." "Your minds please?"

Verdona placed her hands on Ben and Kevin's foreheads. Both Ben and Kevin's eyes began to glow pink. Then, almost as soon as she put her hands there, she took them away.

"Got them." she said.

Then, with a simple wave of her hand, a bright pink portal appeared in front of Ben's closet. "Here we are kids." she said playfully. "I'm going to let you two have fun on your own this time." "If you need a way back, simply-" She created a small pink orb. "Throw this on the ground and speak the name of the place you wish to go." "Hopefully, you choose here, because I do enjoy our visits." She turned to her grandson and kissed his cheek. "Good luck Ben." "You too, Curtis. I mean, Kevin."

"Thanks, grandma." Ben said, taking the orb from her and placing it in his pocket. "Well Kevin, you ready?"

Kevin nodded slightly and the two entered the portal without looking back.


	4. Losing a Friend

Ben and Kevin felt as if they were walking on air. The space around them was filled with bright pink color. It was almost like walking in glowing bubble gum. Then, as they took another step forward, both of their feet fell through and landed on a surface. They looked around and saw the weirdest dimension imaginable.

"Whoa." said Ben, looking around. "I have no idea where we are."

"Your guess is as good as mine." said Kevin.

The land (planet?) they were on was a dark purple. Strange plants covered the ground made of swirling shapes that glowed pink. The sky was a navy shade of blue, similar to a starry night on earth, except in this case, the stars were also pink. As they began to take in the scenery around them, a familiar voice called out to them.

"How did you arrive here?" exclaimed Hex, who was sitting on a purple rock made to look like a throne. "No matter, it was foolish of you to come!"

"No problem, uncle." called Charmcaster, arriving out of the shadows. "We can take care of them right here." At once, she raised her staff and called forth her monsters.

Kevin absorbed the material of a nearby rock cliff and became a solid purple. Ben slammed the Ultimatrix and became the electrifying crustacean, Brainstorm.

"I'm supposed to keep a cool head, but this time I'll make an exception." Brainstorm said and fired electricity from his brain at the rock creatures coming toward them.

Kevin was also blowing off steam beating the creatures. He slammed the ground with his fist, causing a rift in the earth that swallowed up many monsters. Hex and Charmcaster looked at the scene with the fighting taking place in front of them.

"Perhaps you're right." said Hex. "We can take care of them here."

Charmcaster looked at Kevin."What's the matter, Kevin?" she said, wanting to break his spirit completely. "Feeling down?"

"You crazy-" Kevin began, but was unable to finish. Letting his guard down, a rock creature hit him in the back, sending him plunging into the dirt.

"Watch it, Kevin." Charmcaster said, her eyes narrowing. "Never speak that way in front of a lady."

Kevin was enraged. He glared at the woman, Gwen's enemy, the one who had shown her no mercy and Gwen had paid the price. He should be able to say anything he wanted to her and he wasn't about to take etiquette lessons from a murderer. He screamed and ran at her full force, with his fist pulled back.

Brainstorm stepped between the two. "Kevin, no!" he shouted.

Kevin sighed a very heavy sigh. "We'll take out the monsters and then...you."

"I'm shaking." she said sarcastically.

Kevin turned to face her again. "You will be." he said coldly.

Brainstorm then transformed into Echo Echo. One by one, the rock creatures fell, clasping their ears as the sound waves traveled.

"I'm waiting." Charmcaster continued. "Just like you're waiting to see Gwen, but is she waiting to see you?"

That had broke Kevin finally. He didn't care what Ben said. All that mattered was taking her down. An eye for an eye. Gwen was dead, so now Charmcaster needed to die. Kevin charged at her again, punching only to have his blows blocked by her staff. Finally, he did knock her to the ground and raised a boulder over his head.

"Kevin!" Echo Echo screamed and slammed his chest. Kevin was about to rid the world of this problem. He would deal with Charmcaster and then go for Hex. He threw the boulder down, only to see it in the hands of Humongasaur.

"Tennyson, what are you doing?!" Kevin asked, disappointed.

"No revenge, Kevin." Humongasaur said, setting the boulder down. "Remember?"

Kevin tried to make a joke. "What's wrong with throwing a few stones?"

Charmcaster was up and running again and fired at Humongasaur. "Are you two done bickering?" she said. "It's getting boring watching you two."

And with that, more monsters appeared. "This is getting monotonous."Hex said, laying his head in his hand.

Charmcaster rolled her eyes. "The let's liven things up."

Humongasaur and Kevin continued fighting the monsters that kept appearing. All of a sudden, they paused as if time had stopped, but Kevin and Ben were still able to move.

"Why'd they stop?" Kevin asked.

"They're awaiting a new member." said Charmcaster, pointing her staff.

"New member?" Kevin asked. Then, he started to move towards Charmcaster not of his own free will. He was under Charmcaster's control.

"Uno de noso tro tre!" yelled Charmcaster.

"What's...happening?" he asked, grunting and trying to regain control of his body.

"Kevin!" Humongasaur shouted. "Let him go, right now!"

"Not a chance." said Hex. "He's under my control now." said Charmcaster.

Kevin's eyes began to glow pink. His skin became the same color purple as the rock creatures. He was becoming one of them.

"You're turning him into a rock creature?" said Humongasaur, his eyes wide.

"Ben!" yelled Kevin. "Stop Hex and Charmcaster!" It was clear he was losing control. "Avenge...Gwen..." His voice trailed off and he stood near Charmcaster, looking as mindless as all the other rock monsters.

"Kevin." said Humongasaur sadly and ran toward him. Kevin punched him and he landed on the ground. It was no use. His friend was gone.

"Very good, Kevin." said Charmcaster. She began pelting Humongasaur with blasts from her staff.

Each blast was like a burn never felt before. The Omnitrix timed out and Ben landed on the ground hard, the breath almost knocked out of him. Gwen had been right. They were more powerful than usual.

"How did you guys get so powerful?" Ben asked, trying to regain his breathe.

"Don't you mean, me?" said Charmcaster. "Uncle hasn't done much."

Hex stood up. "I gave you that power and I can easily take it away!" he said angrily.

"Yeah, right." Charmcaster muttered under her breathe.

"We are harnessing the power of this pocket dimension we found." Hex began to explain. "Although not as magical as our home world, it does grant us some power, harnessed by the dimension itself." "Including, this small crystal." he said, holding up a small purple crystal. "All we have to do is shoot beams of magic through these crystals which magnify around us giving us more power." "Soon, we will have enough power to conquer the world!"

Hex laughed evilly and fired at Ben who was shot in the air. Charmcaster took her turn next and blasted Ben in the chest. Kevin then ran up to him and punched him in the face. Ben landed again and the glowing pink orb Verdona had given him fell out of his pocket.

"You fool!" Hex yelled. "Grab that transportation orb now!"

"Too late." said Ben weakly. He spoke into the orb. "Bellwood, home." And with that, he felt himself being pulled back into the same portal that had brought him and Kevin there.

Hex stared at the empty space, now where there was only a little smoke. "He got away." he said, staring at the ground.

"True." said Charmcaster. "But we did get his friend."


	5. Aftermath

Ben laid on the couch at his home, unconscious. Max, Verdona, his parents, and Julie were all patiently waiting for him to awaken.

"What happened, mom?" Carl said, glaring at his mother.

Verdona had covered up her Anodite form and dawned her human disguise, at the insistence of Mrs. Tennyson. "I sent Kevin and Ben through a portal to defeat-."

"Hex and Charmcaster?" Max said, laying a rag on Ben's head. "Verdona, please tell me you didn't."

Verdona looked down sadly. "I wish I could, Max."

"Well, if Ben's here," said Julie. "where's Kevin?"

"He'll have to tell us that when he comes to." Verdona said.

"You mean if he comes to!" Sandra screamed angrily.

"Now, now." said Verdona trying to calm her down. "He's alright." "A little beaten of course and I'm sensing being hit with a great deal of mana, but-."

Verdona was interrupted by Ben groaning. "Gwen...Kevin..." he managed to speak out. He needed them. Now more than ever. He opened his eyes to see his family and Julie staring down at him. "I'm home?" he asked.

Verdona smiled. "Well, of course you are!" she said, thankful he was awake. "You used that transportation orb just like I told you!"

"Ben, where's Kevin?" asked Max.

"Kevin?" Ben had to think for a second and then remembered. "Oh no, I've got to go back for him." He tried to get up, but his chest felt like it was crushed by heavy bricks, and his head was spinning. He grunted in pain and Julie and his mother took notice instantly.

"Ben." his mother and Julie said with concern.

"I'm fine." he lied.

"Relax, Ben." said his grandfather. "Now, take it from the top."

"Well, Grandma sent me and Kevin to-." he began.

"We got _that_ part." Max said, looking at Verdona, who folded her arms.

Ben looked at his family. He didn't want them to know that he failed again. "Charmcaster...took control of Kevin." he said.

"What?" asked Julie.

"She turned him into one of those rock creatures." he explained. "Both her and Hex have more power than ever." "They're using some type of crystal in a pocket dimension."

"And we know they'll be back." said Max. "Hex has always been the world domination type."

"And I'm going after them." said Ben determinedly.

"No, Ben." said Max. "It's too dangerous on your own."

"You need rest." exclaimed his mother.

"But-." Ben tried to protest.

"Ben." called Julie.

"Alright." he said, defeated. They were right. He couldn't go anywhere, especially with them watching him. And knowing Max, he would be keeping an eye on him.

A couple of hours passed. Ben's parents were finally asleep in their bedroom after Max convinced them he'd be watching Ben. Both Julie and Ben were in the living room. They talked about school and her tennis tournaments. Normally, Ben tell her of the summers he'd shared with Gwen and Max, but it was still too painful to speak of Gwen. Max and Verdona were at the kitchen table drinking coffee.

"I'm truly sorry, Max." Versona said, stirring her coffee.

"For what?" Max asked coldly. "Not coming to the funeral or sending Ben and Kevin to their deaths?"

Verdona stared at Max, understanding why he'd be so harsh. "For both. I just couldn't bear to see Gwen in that casket, Max." she said, her voice breaking. "I only came back because I knew both Ben and Kevin would need me in finding those creatures."

Max calmed himself a little. "I'm sorry I seem so hot headed, Verdona," he said. "but I just feel so helpless." "My granddaughter's dead, my grandson's hurt, and I've got two monsters to worry about."

Verdona laid her hand on Max's hand. She looked into the brown eyes of the man she loved and still loved. As grandparents, it was hard to lose a grandchild, knowing that you are the one who should go first. After a few moments, she spoke some words of comfort.

"There's no need to worry my dear." "No matter what happens, we'll always be the Tennyson family." "And you and Ben will find a way to put everything right again."

Max smiled, but then the smile faded away in uncertainty. "I hope so."

Julie and Ben were still chatting in the living room. Ben wasn't going to sleep tonight. He was going to slip away the first chance he got.

"Luckily, I get the first watch." Julie said, almost reading his mind.

"First watch?" Ben repeated innocently. He knew what she meant.

"Max told me to keep an eye on you."

"He's afraid you'll try to get up and leave."

Ben smiled. "When have I ever done that?"

"I know you feel bad about Gwen and Kevin," said Julie, making the conversation take a more serious turn. "but you aren't going anywhere in your condition."

"I feel fine." he lied again.

Julie unfortunately seem to notice a trait of his. "You're lying because your left eye's twitching." Then she laughed as Ben covered his eye.

"Kevin told you didn't he?"

"Actually it was Gwen."

"Oh." he said sadly, feeling his eyes swell with tears.

Julie seemed to notice the change in his voice.

"Do you want to talk about it?"

"About what?" "How everything's my fault?" he said, and then began listing. "How Gwen would be alive if it wasn't for me?" "How Kevin would be here right now, instead of with Hex and Charmcaster?"

"Ben, none of that is your fault." Julie said, getting up from her chair. "Things go wrong sometimes where you can't predict them or explain them." "Things just happen."

"Not to me they don't." he said. "This watch "just happened" for me to save the world, but I can't even save my own self."

Julie crouched near the couch he was laying on. "It's going to be alright, Ben." she said and their eyes met. "You always look to the positive side and you don't have to keep blaming yourself for things you can't control." Then, she took his face and kissed him goodnight. "Now, get some sleep."

Ben shut his eyes, but he wasn't really asleep. He kept thinking of the kiss that he was just given and his escape. He heard his grandparents in the kitchen talking for a few hours and then the talking stopped. They must have fallen asleep. He looked over and saw Julie asleep in the chair across from him. He got up quietly and laid a blanket over her. Then, he crept towards the kitchen and looked in. He was right. His grandparents had fallen asleep at the table, holding hands.

"I'm sorry everyone," he whispered to himself. "But I have to find Hex and Charmcaster.

He exited the house through the door and met the cool breeze outside. He slammed the Omnitrix and turned into Jetray. Then, he took off into the night or wee hours of the morning. Unfortunately, he didn't have a watch that told the time. He flew through town, not knowing where to go. Hex and Charmcaster could be anywhere or they could still be in that strange dimension. But, he decided to go to their hideout first.

He landed in front of Hex's lair and turned human. This place brought back many painful memories of the last couple days ago. There was still the hole Humongasaur had made in the front. He was probably standing in the same spot Kevin's car was in.

He stopped reminiscing and sighed heavily. "Here we go." he said. "Actually, here I go."

He made his way into the fortress. If Hex and Charmcaster were inside, he was the last person they wanted to see.


	6. Going it Alone

Charmcaster and Hex had returned to the lair. Hex sat in his chair while his niece perused through his library. She stared at her uncle, who began polishing his staff. After a while, she sighed and spoke to her uncle, bored of rereading spells.

"Well, we're back." she said putting a book back on the shelf. "But if you want to take over the world so bad, why wait?" "You've got more power than you could ever want.

"All good things to those who wait, my dear." He smiled at his niece. "First, we must get rid of one very big obstacle: Ben Tennyson." The smile suddenly turned to a frown. "He will come to us to avenge his cousin and to get his friend back."

"You bet I've come." called Ben, walking up to them. He wasn't sure where his bravery was coming from, because he felt terrible. But, they did kill his cousin. That definitely had something to do with it. "Alright, you two." He felt his anger growing stronger. "Surrender now and I'll go easy on you."

"It was foolish of you to come here!" yelled Hex.

"How many times are you going to say that?" Charmcaster scoffed. "Kevin?" she summoned.

Kevin began to walk towards Ben, his arms outstretched. Ben began backing up. He didn't wish to fight his friend.

"Kevin, please." he pleaded. Unfortunately, Kevin didn't seem to hear his plead. He raised his fist to punch his new enemy, which luckily, Ben was able to dodge.

"You're not a monster." Ben tried again. "You're my frie-"

Ben wasn't able to finish. He had let his guard down, allowing Kevin to hit him in the cheek. He was sent back into the bookshelf, sending several spell books to the ground. He got up and wiped the blood from his mouth.

"I'm sorry I had to do this." he said sadly. In a flash of green, he became Swampfire. Kevin screamed in pain as he lit his arm afire. He desperately, hopped up and down, like a small child.

"Oh, Kevin." said Charmcaster, who quickly dowsed the fire. "You're even more dumb under my control."

Seeing the fire was out, Kevin began attacking Swampfire, giving him blow after blow. Swampfire eventually began returning the favor. Kevin became enraged for not being able to take down his opponent. He grabbed him and rammed him into the walls until they were on the outside of the lair, destroying 3 walls in total. Kevin then grabbed a large boulder and raised it above his head. Ben then decided to talk some sense into Kevin again. He needed his friend on his side.

"Kevin, remember who you are." He thought of his cousin. "Remember Gwen?"

Kevin's eyes seemed to return to normal and he seemed to be calmer. He paused, still carrying the rock over his head. "Gwen." he repeated.

"Yes, Gwen." said Swampfire. "You loved her."

It seemed like Kevin's memories were coming back to him. He turned and looked angrily back at Charmcaster and Hex, who had followed them.

"Kevin, kill him!" yelled Charmcaster, her staff outstretched and glowing purple.

Kevin's free will didn't last. He turned and threw the rock at Swampfire, who transformed into Goop, dodging the boulder.

"Can't you do anything right?" groaned Charmcaster in anger. She fired her staff at Kevin, who flew backward, and began fighting Ben on her own.

Goop dodged the blasts and wrapped around Charmcaster. Keeping her grossed out and off guard was what he needed to do. After all, Ben thought girls hate anything squishy and gooey.

Charmcaster blasted Goop off of her, sending a rain of green goo everywhere. "Ew." she said, staring at her outfit.

"Oh please." called her uncle.

"You try getting green gunk on your clothes!" she shouted in protest.

Goop turned into Big Chill and froze Charmcaster, from her neck to her feet. He flew back in to cover her head (and mouth), when the ice started melting.

"Fuegos!" she shouted and the ice burned off of her.

"Just when I thought this was getting easy." he said. At once, he was pushed to the ground. He turned to see Kevin behind him. "Really?" He slammed the Omnitrix once more to become SpiderMonkey. "Two against one?" said SpiderMonkey playfully.

"It's about to get worse." called Hex.

"Three against-" said SpiderMonkey. "That's not fair!"

SpiderMonkey then webbed Kevin to the wall of the lair. "Two against one." he said with a smile. The smile faded as Kevin broke free of the web that was holding him. "Oh come on!"

Kevin ran toward SpiderMonkey, who kept dodging his blows. He had one last shot to get his friend back. One last attempt to get his help.

"Kevin, its me, Ben!" he shouted loudly.

Kevin appeared to recognize his name, just like he recognized Gwen's. He paused suddenly, "Ben." he repeated.

"Somnus!" Charmcaster yelled. At once, Kevin fell face down, asleep on the ground. "Can't have your friend helping you, can we?" she asked.

"We'll just have to deal with you ourselves." said Hex, aiming his staff.

"Uh oh."

There was a flash of blues and purples coming from Charmcaster and Hex. SpiderMonkey was able to dodge some the blasts, but not all of them. Plus, the pains from his earlier fight were returning and he could no longer ignore them. His chest began to ache again and so was his head. Charmcaster also summoned more rock creatures with Kevin out of commission. The blasts and blows were more than he could take, but he had to keep fighting. For Gwen. For Kevin. For the world. He wouldn't let his body give up on him. And he wasn't about to give up on himself.

He fired web at the evil duo, but it was no use. Once Hex would shield himself, Charmcaster would fire and vice versa. He was blown up in the air and landed hard on the ground. His vision began fading. He looked up to see blurry versions of Charmcaster and Hex standing over him. He could barely hear their conversation.

"He's still alive?" Hex said through gritted teeth.

"We should fix that." said Charmcaster. She raised her staff to deliver the final blow.

"Wait." said her uncle, holding out his hand to stop her. "I've got a better idea."

Ben awoke, still in his SpiderMonkey form, chained to a wall, in what appeared to be a torture chamber. His still saw his cousin's murderers standing in front of him. His heart pounded with rage and expectation of what would become of him.

"Why didn't you finish me off?" he said, weakly.

"This is more fun." exclaimed Charmcaster.

"What is?" he asked, his heart pounding faster.

"Why, your torture, of course." Hex said, laughing evilly.

"Torture?" he repeated. Then, he realized he was speaking in his own voice, not SpiderMonkey's. He was in his human form. "How am I-" he began.

"I did it." Hex answered. "I'm-."

Hex was interrupted by Charmcaster clearing her throat. Hex gave her a slight head tilt and smiled."I mean _we're_ invincible."

Ben didn't understand the works of villains and why they took so much pleasure in suffering. Besides, Hex and Charmcaster had all the power they could ever want.

"Then, why the torture?" he asked. "You guys could just blink and I'd be gone right?"

"Uncle likes to play with his food before he eats it." said Charmcaster coldly.

"That's a charming setiment." said Ben. Then, he stared into the eyes of his cousin's killers. "I swear that when I get out of here, you'll be the ones wishing you were here." He looked directly at Charmcaster. "You killed my cousin and turned my friend against me." "There is _nowhere_ you can hide where you'll be safe from me."

Hex ignored him, but Charmcaster almost looked frightened. "Charmcaster, send your monsters into the city."

"But-." she began to protest.

"Now!" yelled Hex.

Once she had gone, Hex placed his staff against Ben's face. "Now, Ben Tennyson, let's see just how much your mind can take." He began waving his staff in Ben's face. "Brein Cerebralus!" he shouted.

Instantly, Ben felt as if his skull was on fire. He screamed in pain until he saw nothing but a white flash of light and then everything went black.


	7. Flash of Life

**Note to Readers: This chapter has a lot of flashbacks. Sorry if that's annoying, but I enjoy them. They are lines from B10 and B10: AF. They will be in italics as will Ben's thoughts. Alright, enjoy reading! ~Miss Peabody~**

Ben was lost in his own thoughts. His head still ached, but he could not see anything. He desperately hoped Charmcaster and Hex hadn't made him blind. Suddenly, he was felt as if he was flying. There were flashes of light and he felt that his life was flashing before his eyes. He didn't know what spell Hex had placed on him, but he didn't want to die. Not now. Not when he was so close to bringing his cousin's murderers to justice.

_ Gwen stared at her cousin. She couldn't believe what had just happened. He had become an alien creature. "So, what did it feel like going all alien like that?" she asked him, wanting to know. _

_"It freaked me out at first." It did. He had never felt anything like it. The feeling of your body and DNA transforming. "It was like I was me, but it was like I was somebody else." He tried to explain and looked at his wrist. The hourglass dial on the watch popped up. _

_"Hey, I think I figured out how I did it." "Should I try it again?" He teased. "Just once?" _

_"I wouldn't." Gwen said, knowing he wouldn't listen. _

_"No duh, you wouldn't." he said and activated the thing again._

_ ..._

_ "You've earned the chance to have a normal life." Gwen said, leaning toward Ben. "You put that thing back on and that's pretty much it for normal." _

_She was right. His life wouldn't be normal. But he was the only one who knew how to work the watch, and he needed to find his grandfather. "But if Grampa needs my help-" he began._

_ ..._

_ He placed the device on his wrist and snapped it shut. _

_"Are you sure?" Gwen asked standing behind him. _

_He turned to face her. "I'm sure." _

_... _

_Ben stared at the long lost Magister Lamdrid. He was gone. Kevin embraced Gwen who began sobbing silently. Then, Ben looked up. "I'm gonna need help." he said to Gwen. _

_"You know I'm here for you." Gwen said gently. _

_..._

_Gwen turned to her cousin. "Love you too, doofus." she said, using the same term of endearment she called Ben when they were younger._

_ "Love you too, dweeb." Ben played along. Then, he wanted to take full responsibility. "Listen, I'm sorry I couldn't-" he began. _

_"Don't blame yourself." Gwen interrupted, knowing her cousin all too well. "And don't ever start, okay?"_

_ "Okay." _

_... _

_Kevin stared at Four Arms. "Still trying to be a goody two-shoes, Ben?" he said. "Let me guess." He thought for a moment. "You just want to help me." _

_"You had plenty of chances to get help, but you always messed it up." Four Arms said. "This time, you're getting what you deserve." _

_"Aw." Kevin said with sarcasm. "Does this mean that we're not best buddies anymore?"_

_ ..._

_ Ben turned to look at Kevin. The kid he had despised when he was ten. Upon looking at him now, it seemed like something had changed. "Kevin, there's no money in this but-." _

_Kevin took the badge laying next to Lambrid and looked at it. Then, he looked at Ben. "I'm in." _

_..._

_ Argit was absolutely right. They couldn't trust him. Ben stood up and got in Kevin's face."You're always working some sort of angle, always a liar, always a thief." Ben said. Kevin didn't speak however, he looked from Gwen to Ben. "Well, what do you have to say for yourself?" Ben asked. _

_"You know what, Tennyson?" Kevin said suddenly. "I don't have to explain myself to you" He said and walked towards Gwen, speaking softer "or you either." "I'm done with both of you!"_

_ ... _

_Ben looked at Kevin after he delivered his speech about how he's trying to make up for past sins. "It's not what you've done that matters, but what you're going to do." Ben said smiling. _

_..._

_ "Ben!" yelled Kevin. "Stop Hex and Charmcaster!" It was clear he was losing control. "Avenge...Gwen..." His voice trailed off and he stood near Charmcaster, looking as mindless as all the other rock monsters._

...

Ben could no longer bear these memories the past. Hex must have done something to him. He needed to wake up. He needed to break free. Struggling to open his eyes, his head became like hot cinders again. Suddenly, he heard his own voice.

"Please...stop." He opened his eyes to see Hex standing in front of him.

"Alright." said Hex, lowering his staff.

Charmcaster entered the room, utterly dissapointed. "What, I missed it?"

"Anything else you had in mind?"

Charmcaster swung her staff with all her might into Ben's ribs. He groaned in pain. Like he didn't have enough to worry about. "Actually...yeah." she said, coldly.

Ben managed to speak, but his chest felt like knives were sticking through him. "Why are you doing this?" he asked weakly.

He suddenly felt the growth of additional eyes and arms on his body. Hex had transformed him into SpiderMonkey.

"We wanted to make a monkey out of you."

"Very funny." said SpiderMonkey.

He was not in the mood for jokes. Charmcaster swung and hit him with her staff again. Hex accompanied her by firing at his chest also.

"Too bad you won't get the chance to laugh at that little joke." said Hex.

"What now?" asked Charmcaster. "We're just going to leave Ben?"

Hex explained. "As long as he is chained against that wall, his confidence will fall, and his mind will continue to wander."

"What next?" "A rabbit up your sleeve?" said Charmcaster. She caught her uncle's glare. "What?" "I'm just kidding."

"Come." "We have work to do."

Ben felt as helpless as ever. _It's my fault._ He thought. _Gwen. Kevin. No matter how much I tried. I failed. Some hero I turned out to be. Gwen was a much better hero than I ever was. And so was Kevin after he was able to escape his past._ It was true. They would have had a plan, instead of getting caught and almost beaten to death. He began to think of Gwen. _Gwen...she...loved us all._ She did. She had said so. And his grandfather would be disappointed at him if he saw how easily he had been taken down. He expected so much out of Ben. He probably had more confidence in his grandson than Ben had for himself.

"You can do it Ben." he had said. "I believe in you...in all of you."

Ben heard a small explosion, not to loud, but not soft either. It was familiar too. A sound that could only be made by one person. He opened his eyes to see that his assumption was correct. Standing before him was a man with googles around his neck, and wearing a lab coat and bow tie.


	8. The Return

**A little short chapter. We're wiring down to the end. If you have been following this story, then thanks! Second, if you have never seen the B10: AF episode, "Time Heals" I recommend you watching at least the beginning or you might get a little confused here. I use the ending, so the ending would sort of be a spoiler. Happy reading! ~Miss Peabody~**

"Paradox?" asked SpiderMonkey. "What are you doing here?"

The professor walked towards Ben and smiled. "I'm here to comfort you, Ben Tennyson."

"Kind of late for that, aren't you professor?" It was true. He could have appeared before Gwen was killed or before Kevin came under control. Why did he choose this moment when Ben was at his weakest to appear? SpiderMonkey attempted to break free of the chains that were holding him, but it was no use. He groaned in pain and cursed himself for not being able to break the chains despite the pain.

"No need to break free, Ben." Paradox exclaimed, gently. There's someone coming to save you."

SpiderMonkey looked up suddenly. Someone had noticed he left the house. "Grampa Max?" he began listing. "Julie?" "Other plummers?"

"I'm afraid they'll be busy with something else."

"With what?"

Paradox waved his watch and created a blue portal. It looked like it was supposed to be Bellwood. Ben spotted Mr. Smoothie destroyed with the billboard laying in a pile of rubble. Hex's face was plastered on every building in sight. Charmcaster's rock monsters marched through the city. He saw his grandfather and other Plummers in uniform fighting the monsters with blasters.

"It seems Hex and Charmcaster have taken over Bellwood." Paradox said, closing the portal. "Soon their reign will spread across earth."

Ben was confused and a little shocked. "They did all that in minutes?" he asked.

"It may seem like minutes to you, Ben." said Paradox, sticking the pocket watch back in his pocket. "But in reality, you've been in this horrid place for 2 days."

"2 days!?" cried SpiderMonkey. As if one day wasn't bad enough. It was impossible. He knew for a fact that he was not in this dungeon for two days. It was more like a couple of hours. Or at least it should have been a couple hours.

"Hex was able to place some sort of spell on you, causing you to enter your memories." exclaimed Paradox. "I always did hate such things." "Magic."

Ben remembered now. The spell Hex cast on him. The burning feeling in his head. The flashes of light. "So, all those memories-"

"Were put in your mind to keep you from escaping." he explained. "Like in dreams, you may sleep for many hours, but have only one dream you can recall." "Actually, the brain has been firing images in your mind the whole time you've been asleep."

"You're an expert in dreams too, professor?"

"That's common knowledge, Ben." Paradox said, proud of himself.

"Well, I'm awake now." SpiderMonkey said impatiently. "Now, get me out of here."

"I can't do that, Ben." "If I set you free, you would go after Hex and Charmcaster."

"Duh!" said SpiderMonkey. Why didn't Paradox understand that they needed to be taken down? "That's what I need to do."

Paradox shook his head. "You require medical attention, Ben." He pulled out his watch again. "And I need to make sure you're alive long enough for your rescuer to come rescue you."

Paradox was being very vague, as usual. "Who is it?" he asked. He began to feel the pains in his chest returning. There was no doubt about it. His ribs had to be broken.

Paradox seemed to notice the pain he was in and gave some words of comfort. However, once again, he wasn't making sense. "All in good time, Ben." he said. "That is the key phrase: the "good time"."

"Well, they-" SpiderMonkey groaned in pain. "better hurry." His voice trailed off and he closed his eyes. Nevertheless, he did hear Paradox's voice.

"She should be here right about-" he began.

There was a loud commotion to the the left of them. It sounded like the ceiling caved in. SpiderMonkey didn't look up.

"Ah, right on schedule." said Paradox. And in a flash, he disappeared.

Ben just hung against the wall. Still helpless, even in his alien forms like SpiderMonkey. Then, he heard a voice. A voice he thought he would never hear again.

"Ben!" the voice called.

It was Gwen's voice. It was his cousin's. He had to be dreaming or hallucinating again. Hex's spell probably had aftereffects. But he still didn't open his eyes. Suddenly, he felt himself getting unchained of the wall and being set on the floor. In a flash of green light, he felt himself a human again. Either the Omnitrix had finally timed out or Hex's spell had worn off. Finally, he opened his eyes and saw a girl with green eyes, like his, her red hair in a ponytail. It was her. It was Gwen. He felt like he was looking at a ghost.

"Gwen?" he asked weakly, unable to contain his shock. "But...Charmcaster, you were fighting her and she-"

"I know Ben." Gwen said sadly. "It's all my fault."

"I don't understand." Ben said, placing his hand on his head. What was her fault? And how was she here?

"The Omnitrix." Gwen tried to explain. "When it blew up- except it didn't and it should have and would have if only I hadn't tried to fix everything."

Ben stared at his cousin, confusedly. "I know I'm messed up, but you're not making any sense." he said.

Gwen helped him to his feet and put her arm around him. "I'll explain as soon as I get you out of here." she said. And the two began walking.

Charmcaster blasted through the wall with some of her rock monsters and Kevin beside her. They wouldn't be going anywhere until they took her down first.

"Oh sure." said Charmcaster. "Like that's going to happen."

Gwen looked shocked, but Ben wasn't surprised. Seeing her only fueled his rage for her. This was exactly what he needed. Gwen should go and leave him. This way she would be safe.

"You handle the rock monsters." he said. "I'll take Charmcaster." He clutched his chest in pain. It still wasn't fair that he wasn't up to par, but he didn't care. That wasn't going to stop him.

"No, Ben." Gwen protested. "You're hurt."

It didn't matter anymore. The only thing that mattered was that Gwen was back, even if he didn't know how. "I already lost you once." he said, straightening back up. "Not gonna let that happen again." That was a promise he intended to keep, no matter what happened to him.


	9. Everything is Fine

**Well, here's the short ending. I apologize if my fight sequences are bad, I'm pretty terrible at describing them. I also apologize for my mess up. I accidentally put up Ch 3 for Ch 8. Sorry!**** Anyway, thank you all if you've been reading! And now, on with the show! ~Miss Peabody**

Kevin and another rock monster began to charge at them. Ben was determined to keep his promise. He slammed the Omnitrix and became Swampfire. He yelled his name and began to throw fire at the creature and Kevin, intending the fire to hit Charmcaster.

"Tempestus!" Charmcaster yelled, as her creature and Kevin dodged the fire ball. She created a stretch of water to douse Swampfire's flame.

Swampfire tried again, but as soon as he began blasting, so did Charmcaster. The water and fire clashed and began to mix. Soon, the place was filled up with fog. A tug of war was going on as to who could power the other. Swampfire was eventually the victor. Charmcaster was blasted backward and landed on her back.

There was some movement in the fog. A rock monster tried to punch Swampfire, but he dodged it, knocking down his attacker. He looked over and saw two figures moving, Gwen and Kevin.

Kevin attempted to take down Gwen, who raised a shield to block him. His fist landed on the shield trying to break through it, but then he raised his fist again.

"Kevin!" Gwen screamed. "No!"

But it was too late. He broke the shield and Gwen landed on her back. Ben turned to see if she was alright as the fog began to dissipate. Nevertheless, he had to deal with fighting other rock creatures. While fighting, he heard Hex's voice.

"It's time to write the last chapter in this sad little saga." he said, floating down through a hole in the ceiling.

"Thanks anyway, Hex." Swampfire said, upon pushing an unconscious monster to the ground. "But I'm not much of a reader!" he finished, throwing fire at the ceiling, with bits and pieced of it landing on Hex.

Gwen picked up her book of spells. Funny, Ben hadn't noticed she had it with her.  
"Let's get out of here." Swampfire began. "Before they have a chance to-." The Omnitrix began to crackle, Ben was human again and all the pain came rushing back to him. He fell to his knees on the ground, groaning in pain.

Gwen knelt beside him, her hand on his back. Both of them looked around to see Charmcaster and her monsters, Kevin, and Hex walking up to them. They were outnumbered. Ben didn't want to break his promise. He tried to get up, but it was no use.

"Hold them off, Ben." said Gwen. "I need time to cast a spell."

"And that'll fix everything?" Ben asked, weakly. He didn't even know what it was that needed to be fixed. He looked into Gwen eyes; they were swimming in tears. He tried to comfort her. "Do what you can." he said. "I trust you." He did trust her, and he knew she could fix whatever was wrong.

Hex, Charmcaster, her rock monster, and Kevin began close in on them. Ben was able to stand up. Gwen nodded at him and ran off into a hallway. Then, he turned into Big Chill.

Gwen ran down the hallway, muttering her spell. She had to fix this and make everything the way it was supposed to be.

"Quis quandum..." she began.

"Big Chill!" Ben yelled. He flew up about to freeze everyone, but it looked they already were. They were below him, frozen in time. "What?" he asked himself, landing and changing back to human.

"Hello, again Ben." said Paradox, appearing behind him.

"Paradox?" Ben asked, sitting in the floor.

"You can rest now, Ben." he said. "The nightmare's over."

"But Gwen." he asked weakly. "How-?"

"You're in an alternate present created by Gwen herself that began when she kept you from hacking the Omnitrix that morphed Kevin." Paradox explained.

Ben was still confused.

Gwen kept speaking her incantation in the hallway. "...iem feachus mas..."

"So I'm not Ben?" he asked. It was one thing to talk about an alternate timeline. It was another thing to actually be in one.

"You most certainly are." said Paradox, making Ben even more confused. "But, once this timeline of the future of this timeline and the true timeline collide, you will be the true Ben." Paradox then caught Ben's gaze. "And Gwen will be alright, as will Kevin." "Everything will be fine." "Now close your eyes and rest."

"...redentegero..."spoke Gwen.

"You'll wake up, I promise." said Paradox "With no memory of these events."

"Quis vent pro..." Suddenly, Gwen was interrupted by Hex bursting through the hallway. She didn't care however, she would finish the spell. "...mas mesquam essei!" she finished, going up in a blue triangle portal that had appeared above her.  
Ben still didn't fully understand everything that was going on. But, rest sounded like a good idea. He laid down on his back slowly and closed his eyes.

...

Ben opened his eyes. He was sitting on the couch watching the game with Kevin at Gwen's home. Funnily enough, he didn't remember how the game ended or began for that matter. He looked towards Kevin who seemed a little dazed as well.

"I must have dozed off." he said, turning toward Kevin. "Hey, Kevin, who won the game?"

"Huh?" Kevin asked confused. "Oh, they won!" "Yes!" he said, laughing proudly.

"Where's Gwen?" asked Ben..

"I think she's upstairs." "She probably doesn't want to be around me anymore." Kevin said sadly. "Considering I look like a monster now."

"Golly, Kev." Ben said in a high pitched voice. "Gwen thinks you're swell."

Kevin stares at Ben. There was something very familiar about that statement. "Why do I feel like you've said that before?" he asked,

"Hmm." Ben said, thinking. "I feel like I did too." "Oh well." he said, giving up looking for the reason. "I guess I'm starting to repeat myself."

"Uh huh..."

"I'm going to go see what Gwen's doing."

"Okay." said Kevin, switching off the television. "Be right up."

Ben walked up to Gwen's door and unlocked it. She was sitting in the floor with one of her books. "What have you been doing up here all day?" He asked her. "You missed the whole game."

"Sorry." she said. "I was just finishing a project." She picked up her book and placed it on a shelf.

"Wanna go to Mr. Smoothie's?" Kevin said, appearing in the doorway. "It's Ben's treat."

Ben looked at Kevin angrily. This wasn't the first time he'd had to pay for smoothies. Gwen, however, smiled very brightly and ran to Kevin, embracing him.

"What was that for?" Kevin asked, confused after she stopped.  
"I don't know..." she said in a tone that sounded as if she did know.

Gwen walked past the boys, leaving them shrugging their shoulders at each other. Then, they all began exiting Gwen's house to get in Kevin's car, which was parked on the side of the road. The car wasn't the only thing there, though. So was a professor dressed in a lab coat and bow tie.

"Professor Paradox?" Ben asked in shock.

"Is something wrong?" asked Gwen.

"No." said Paradox. "Everything is fine."

And with that, he flashed out without another word. Everything was fine and Paradox knew it would be in the future as well.

**Well, hope you guys enjoyed! I hope to put more fanfics up in the future. But since this is my first, I will always cherish it and I hope you will too. Thanks again!**


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